Business Corporations Act
R.S.O. 1990, CHAPTER B.16
Historical version for the period December 12, 2005 to December 31, 2005.
Amended by: 1993, c. 16, s. 2; 1994, c. 17, s. 30; 1994, c. 27, s. 71; 1998, c. 18, Sched. E, ss. 20-32; 1999, c.6, s.3; 1999, c.12, Sched.F, ss.1-9; 2000, c.26, Sched. B, s.3; 2000, c.42, Sched., ss. 1, 2; 2001, c. 8, ss. 1, 2; 2001, c. 9, Sched. D, s. 2; 2001, c.23, s.6; 2002, c.8, Sched.I, s.2; 2002, c.22, s.8; 2002, c.24, Sched.B, ss.25, 27; 2004, c.8, s.46; 2004, c.16, Sched.D, Table; 2004, c.19, s.3; 2004, c.31, Sched.4; 2005, c.5, s.4; 2005, c.28, Sched.B, s.1.
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CONTENTS
PART IDEFINITIONS, INTERPRETATION AND APPLICATION
1. / Definitions and interpretation
2. / Application
PART II
INCORPORATION
3. / Incorporation
3.1 / Professional corporations
3.2 / Application of Act to professional corporations
3.3 / Consequences of occurrence of certain events
3.4 / No limit on professional liability
4. / Articles of incorporation
5. / Contents of articles
6. / Certificate of incorporation
7. / Certificate of incorporation
8. / Assignment of number
9. / Name prohibition
10. / Restrictions on corporate name
11. / Unauthorized use of “Limited”, etc.
12. / Change of name if objectionable
13. / Corporate seal
14. / Registered office
15. / Corporate powers
16. / Capacity to act outside Ontario
17. / Corporate power
18. / Where notice is not deemed
19. / Indoor management rule
20. / Financial assistance by corporation
21. / Contract prior to corporate existence
PART III
CORPORATE FINANCE
22. / Shares
23. / Issuance of shares
24. / Separate capital account
25. / Special shares in series
26. / Pre-emptive rights
27. / Conversion privileges, etc.
28. / Subsidiaries not to hold shares of holding bodies corporate
29. / Exception to s. 28
30. / Purchase of issued shares permitted
31. / Where s. 30 (2) does not apply
32. / Redemption of shares
33. / Donation of share
34. / Reduction of liability re unpaid share: stated capital
35. / Amount deducted from account upon purchase, etc., of shares
36. / Contract with corporation re purchase of its shares
37. / Commission on sale of shares
38. / Declaration of dividends
39. / Corporations with wasting assets
40. / Lien on share
41. / Shares personal property
42. / Restrictions on transfer, etc.
43. / Bearer debt obligations
44. / Irredeemable debt obligation
PART IV
SALE OF RESTRICTED SHARES
45. / Restricted shares held in contravention — sale by corporation
PART V
INDENTURE TRUSTEES
46. / Trust indentures
47. / Duty of trustee
48. / Conflict of interest
49. / Evidence of compliance
50. / Trustee not to be receiver
51. / Notice of events of default
52. / Where list of debt obligation holders to be furnished
PART VI
INVESTMENT SECURITIES
53. / Definitions and interpretation
54. / Share certificates
55. / Signing of share certificates
56. / Contents of share certificate
57. / Certificate for fractional share or scrip certificates
58. / Overissue
59. / Evidence
60. / Selection of laws
61. / Form of transfer
62. / Position of issuer re guarantor
63. / Notice of terms of security
64. / Notice of defect
65. / Unauthorized signatures on issue
66. / Completion of blanks
67. / Effect of registration
68. / Warranties in issue
69. / Rights acquired by purchasers
70. / Notice of adverse claim
71. / Warranties
72. / Absence of endorsement
73. / Endorsement
74. / Delivery necessary
75. / Endorsement of security in bearer form
76. / Effect of unauthorized endorsement
77. / Guarantee of signature
78. / Delivery of a security
79. / Duty of seller to deliver
80. / Action for wrongful transfer
81. / Transferor’s duty to provide requisites for registration of transfer
82. / When seizure effective
83. / Transfer by agent in good faith not conversion
84. / Contract for sale
85. / Transfer through clearing agency
86. / Duty of issuer to register transfer
87. / Assurances required by issuer
88. / Notice to issuer of adverse claim
89. / Liability of issuer
90. / Loss, etc., of securities
91. / Duty of agents for issuer
PART VII
SHAREHOLDERS
92. / Shareholders’ liability limited
93. / Place of meetings
94. / Shareholders’ meetings
95. / Date for determining shareholders
96. / Notice of shareholders’ meetings
97. / Shareholders’ meeting
98. / Waiving notice
99. / Proposal
100. / List of shareholders
101. / Quorum
102. / Voting rights
103. / Manner of voting
104. / Resolution in lieu of meeting
105. / Requisition for shareholders meeting
106. / Requisition by court
107. / Determination of controversy
108. / Agreement between shareholders
PART VIII
PROXIES
109. / Definitions
110. / Proxies
111. / Mandatory solicitation of proxy
112. / Information circular
113. / Exemption order re ss. 111, 112
114. / Proxyholder
PART IX
DIRECTORS AND OFFICERS
115. / Directors
116. / By-laws by resolution
117. / First directors meeting
118. / Qualifications of directors
119. / First directors
120. / Cumulative voting for directors
121. / When director ceases to hold office
122. / Removal of directors
123. / Entitlement of director
124. / Vacancies
125. / Change in number of directors
126. / Place of meetings and quorum
127. / Delegation by directors
128. / Validity of acts of directors and officers
129. / Resolutions in writing
130. / Liability of directors
131. / Directors’ liability to employees for wages
132. / Disclosure: conflict of interest
133. / Officers
134. / Standards of care, etc., of directors, etc.
135. / Consent of director at meeting
136. / Indemnification of directors
137. / Remuneration of directors
PART X
INSIDER LIABILITY
138. / Insider liability
PART XI
BOOKS AND RECORDS
139. / Records
140. / Records, duties of corporation
141. / Securities register
142. / Transfer agents
143. / Registers, general
144. / Records open to examination by directors
145. / Examination of records by shareholders and creditors
146. / List of shareholders
147. / Trafficking in lists
PART XII
AUDITORS AND FINANCIAL STATEMENTS
148. / Exemption from audit requirements
149. / Auditors
150. / Resignation of auditor
151. / Auditor’s attendance at shareholders’ meetings
152. / Disqualification as auditor
153. / Examination by auditor
154. / Information to be laid before annual meeting
155. / Preparation of financial statements
156. / Filing by offering corporation
157. / Financial statements of subsidiaries
158. / Audit committee
159. / Approval by directors
160. / Interim financial statement
PART XIII
INVESTIGATION
161. / Investigation
162. / Matters that may be covered by court order
163. / Powers of inspector
164. / Rights at hearing
165. / Privileged statements
166. / Solicitor-client privilege
167. / Inquiries by Director
PART XIV
FUNDAMENTAL CHANGES
168. / Amendments
169. / Proposal to amend articles
170. / Authorization for variation of rights of special shareholders
171. / Articles of amendment
172. / Certificate of amendment
173. / Restated articles of incorporation
174. / Amalgamation
175. / Amalgamation agreement
176. / Submission of amalgamation agreement
177. / Amalgamations involving holding corporation
178. / Articles of amalgamation
179. / Effect of certificate
180. / Articles of continuance
181. / Transfer of Ontario corporations
181.1 / Continuation as co-operative corporation
182. / Arrangement
183. / Articles of arrangement sent to Director
184. / Borrowing powers
185. / Rights of dissenting shareholders
186. / Reorganization
PART XV
COMPULSORY ACQUISITIONS
187. / Application and definitions
188. / Take-over or issuer bid
189. / Where corporation required to acquire securities
190. / Going private transaction
PART XVI
LIQUIDATION AND DISSOLUTION
191. / Definition
192. / Application of ss. 193-205
193. / Voluntary winding up
194. / Inspectors
195. / Vacancy in office of liquidator
196. / Removal of liquidator
197. / Commencement of winding up
198. / Corporation to cease business
199. / No proceedings against corporation after voluntary winding up except by leave
200. / List of contributories and calls
201. / Meetings of corporation during winding up
202. / Arrangements with creditors
203. / Power to compromise with debtors and contributories
204. / Power to accept shares, etc., as consideration for sale of property to another body corporate
205. / Account of voluntary winding up to be made by liquidator to a meeting
206. / Application of ss. 207-218
207. / Winding up by court
208. / Who may apply
209. / Power of court
210. / Appointment of liquidator
211. / Removal of liquidator
212. / Costs and expenses
213. / Commencement of winding up
214. / Proceedings in winding up after order
215. / Orders following winding-up order
216. / Proceedings against corporation after court winding up
217. / Provision for discharge and distribution by the court
218. / Order for dissolution
219. / Application of ss. 220-236
220. / Where no liquidator
221. / Consequences of winding up
222. / Payment of costs and expenses
223. / Powers of liquidators
224. / Acts by more than one liquidator
225. / Nature of liability of contributory
226. / Liability in case of contributory’s death
227. / Deposit of money
228. / Proving claim
229. / Application for direction
230. / Examination of persons as to estate
231. / Proceedings by shareholders
232. / Rights conferred by Act to be in addition to other powers
233. / Stay of winding up proceedings
234. / Where creditor unknown
235. / Where shareholder unknown
236. / Disposal of records, etc., after winding up
237. / Voluntary dissolution
238. / Articles of dissolution where corporation active
239. / Certificate of dissolution
240. / Cancellation of certificate, etc., by Director
241. / Notice of dissolution
242. / Actions after dissolution
243. / Liability of shareholders to creditors
244. / Forfeiture of undisposed property
PART XVII
REMEDIES, OFFENCES AND PENALTIES
245. / Definitions
246. / Derivative actions
247. / Court order
248. / Oppression remedy
249. / Discontinuance and settlement
250. / Rectifying error in entering, etc., name
251. / Notice of refusal to file
252. / Appeal from Director
253. / Orders for compliance
254. / Application made without notice
255. / Appeal
256. / Offences
257. / Consent
258. / Offence
259. / Limitation
260. / Information containing more than one offence
261. / Civil remedy not affected
PART XVIII
GENERAL
262. / Notice to directors or shareholders
263. / Notice to corporation
264. / Waiver of notice and abridgement of times
265. / Delegation of powers and duties
266. / Certificate that may be signed by directors, etc.
267. / Copy of document acceptable
268. / Proof by affidavit
270. / Examination, etc., of documents
271. / Appeal from Commission
271.1 / Powers of Minister
272. / Regulations
273. / Where articles to be sent to Director
273.1 / Electronic filers
273.2 / Fax filing
274. / No certificate if corporation in default
275. / Where error in respect of certificate
276. / Records
277. / Deemed amendment
278. / Appointment of Director
PART I
DEFINITIONS, interpretation AND APPLICATION
Definitions and interpretation
1.(1)In this Act,
“affairs” means the relationships among a corporation, its affiliates and the shareholders, directors and officers of such bodies corporate but does not include the business carried on by such bodies corporate; (“affaires internes”)
“affiliate” means an affiliated body corporate within the meaning of subsection (4); (“membre du même groupe”)
“articles” means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization, articles of revival, letters patent, supplementary letters patent, a special Act and any other instrument by which a corporation is incorporated; (“statuts”)
“associate”, where used to indicate a relationship with any person, means,
(a)any body corporate of which the person beneficially owns, directly or indirectly, voting securities carrying more than 10 per cent of the voting rights attached to all voting securities of the body corporate for the time being outstanding,
(b)any partner of that person,
(c)any trust or estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar capacity,
(d)any relative of the person, including the person’s spouse, where the relative has the same home as the person, or
(e)any relative of the spouse of the person where the relative has the same home as the person; (“personne qui a un lien”)
“auditor” includes a partnership of auditors; (“vérificateur”)
“beneficial interest” or “beneficial ownership” includes ownership through a trustee, legal representative, agent or other intermediary; (“intérêt bénéficiaire”, “propriété bénéficiaire”)
“body corporate” means any body corporate with or without share capital and whether or not it is a corporation to which this Act applies; (“personne morale”)
“certified copy” means,
(a)in relation to a document of a corporation, a copy of the document certified to be a true copy by an officer thereof,
(b)in relation to a document issued by a court, a copy of the document certified to be a true copy under the seal of the court and signed by the registrar thereof,
(c)in relation to a document in the custody of the Director, a copy of the document certified to be a true copy by the Director and signed by the Director or by such officer of the Ministry as is designated by the regulations; (“copie certifiée conforme”)
“Commission” means the Ontario Securities Commission; (“Commission”)
“corporation” means a body corporate with share capital to which this Act applies; (“société”, “société par actions”)
“corporation number” means the number assigned by the Director to a corporation in accordance with subsection 8(1) and “number” in relation to a corporation means the corporation number of that corporation; (“numéro de la société”, “numéro”)
“court” means the Superior Court of Justice; (“tribunal”)
“day” means a clear day and a period of days shall be deemed to commence the day following the event that began the period and shall be deemed to terminate at midnight of the last day of the period except that if the last day of the period falls on a Sunday or holiday the period shall terminate at midnight of the day next following that is not a Sunday or holiday; (“jour”)
“debt obligation” means a bond, debenture, note or other similar obligation or guarantee of such an obligation of a body corporate, whether secured or unsecured; (“titre de créance”)
“Director” means the Director appointed under section 278; (“directeur”)
“director” means a person occupying the position of director of a corporation by whatever name called, and “directors” and “board of directors” include a single director; (“administrateur”)
“electronic signature” means an identifying mark or process that is,
(a)created or communicated using telephonic or electronic means,
(b)attached to or associated with a document or other information, and
(c)made or adopted by a person to associate the person with the document or other information, as the case may be; (“signature électronique”)
“endorse” includes imprinting a stamp on the face of articles or other document sent to the Director; (“apposer”)
“financial statement” means a financial statement referred to in section 154; (“état financier”)
“incorporator” means a person who signs articles of incorporation; (“fondateur”)
“individual” means a natural person, but does not include a partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, or a natural person in his or her capacity as trustee, executor, administrator or other legal representative; (“particulier”)
“interim financial statement” means a financial statement referred to in section 160; (“état financier périodique”)
“liability” includes a debt of a corporation arising under section 36, subsection 185(29) or clause 248(3)(f) or (g); (“passif”)
“Minister” means the Minister of Consumer and Business Services or such other member of the Executive Council to whom the administration of this Act may be assigned; (“ministre”)
“Ministry” means the Ministry of the Minister; (“ministère”)
“non-resident corporation” means a corporation incorporated in Canada before the 27th day of April, 1965, and that is not deemed to be resident in Canada for the purposes of the Income Tax Act (Canada) by subsection 250(4) of that Act; (“société non résidente”)
“number name” means the name of a corporation that consists only of its corporation number followed by the word “Ontario” and one of the words or abbreviations provided for in subsection 10(1); (“dénomination sociale numérique”)
“offering corporation” means a corporation that is offering its securities to the public within the meaning of subsection (6) and that is not the subject of an order of the Commission deeming it to have ceased to be offering its securities to the public; (“société faisant appel au public”)
“officer” means an officer designated under section 133 and includes the chair of the board of directors, a vice-chair of the board of directors, the president, a vice-president, the secretary, an assistant secretary, the treasurer, an assistant treasurer and the general manager of a corporation, and any other individual designated an officer of a corporation by by-law or by resolution of the directors or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any such office; (“dirigeant”)
“ordinary resolution” means a resolution that is submitted to a meeting of the shareholders of a corporation and passed, with or without amendment, at the meeting by at least a majority of the votes cast; (“résolution ordinaire”)
“person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative; (“personne”)
“personal representative”, where used with reference to holding shares in that capacity, means an executor, administrator, guardian, tutor, trustee, receiver or liquidator or the committee of or curator to a mentally incompetent person; (“ayant droit”)
“prescribed” means prescribed by the regulations; (“prescrit”)
“redeemable share” means a share issued by a corporation,
(a)that the corporation may purchase or redeem upon the demand of the corporation, or
(b)that the corporation is required by its articles to purchase or redeem at a specified time or otherwise upon the demand of a shareholder; (“action rachetable”)
“registered office” means the office of a corporation located at the address specified in its articles or in the notice most recently filed by the corporation under subsection 14(3); (“siège social”)
“regulations” means the regulations made under this Act; (“règlements”)
“related person”, where used to indicate a relationship with any person, means,
(a)any spouse, son or daughter of that person,
(b)any relative of the person or of the person’s spouse, other than an individual referred to in clause (a), who has the same home as the person, or
(c)any body corporate of which the person and any of the persons referred to in clause (a) or (b) or the partner or employer of the person, or any combination, beneficially own, directly or indirectly, voting securities carrying more than 50 per cent of the voting rights attached to all voting securities of the body corporate for the time being outstanding; (“personne liée”)
“resident Canadian” means an individual who is,
(a)a Canadian citizen ordinarily resident in Canada,
(b)a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or
(c)a permanent resident within the meaning of the Immigration Act (Canada) and ordinarily resident in Canada; (“résident canadien”)
“security” means a share of any class or series of shares or a debt obligation of a body corporate and includes a certificate evidencing such a share or debt obligation; (“valeur mobilière”)
“security interest” means an interest in or charge upon the property of a body corporate by way of mortgage, hypothec, pledge or otherwise, to secure payment of a debt or performance of any other obligation of the body corporate; (“sûreté”)
“send” includes deliver or mail; (“envoyer”)
“senior officer” means,
(a)the chair of the board of directors, a vice-chair of the board of directors, the president, a vice-president, the secretary, the treasurer or the general manager of a corporation or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any such office, and
(b)each of the five highest paid employees of a corporation, including any individual referred to in clause (a); (“cadre dirigeant”)
“series”, in relation to shares, means a division of a class of shares; (“série”)
“special resolution” means a resolution that is,
(a)submitted to a special meeting of the shareholders of a corporation duly called for the purpose of considering the resolution and passed, with or without amendment, at the meeting by at least two-thirds of the votes cast, or
(b)consented to in writing by each shareholder of the corporation entitled to vote at such a meeting or the shareholder’s attorney authorized in writing; (“résolution spéciale”)
“spouse” means a person to whom the person is married or with whom the person is living in a conjugal relationship outside marriage; (“conjoint”)
“telephonic or electronic means” means telephone calls or messages, facsimile messages, electronic mail, transmission of data or information through automated touch-tone telephone systems, transmission of data or information through computer networks, any other similar means or any other prescribed means; (“voie téléphonique ou électronique”)
“unanimous shareholder agreement” means an agreement described in subsection 108(2) or a declaration of a shareholder described in subsection 108 (3); (“convention unanime des actionnaires”)
“voting security” means any security other than a debt obligation of a body corporate carrying a voting right either under all circumstances or under some circumstances that have occurred and are continuing; (“valeur mobilière avec droit de vote”)
“warrant” means any certificate or other document issued by a corporation as evidence of conversion privileges or options or rights to acquire securities of the corporation. (“bon de souscription”) R.S.O. 1990, c.B.16, s.1 (1); 1994, c.27, s.71 (1); 1999, c.6, s.3; 1999, c.12, Sched. F, s.1; 2001, c.9, Sched.D, s.2 (1,2); 2005, c.5, s.4.